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HomeMy Public PortalAboutAgreement_2017-11-21_Ring IncAGREEMENT BY AND BETWEEN THE CITY OF TEMPLE CITY AND RING INC. This AGREEMENT BY AND BETWEEN THE CITY OF TEMPLE CITY AND RING (herein "Agreement") is made and entered into this 21St day of November, 2017 by and between the City of Temple City, a California municipal corporation ("City") and Ring Inc., a Delaware Corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties". RECITALS WHEREAS, Consultant produces security cameras and video doorbells for residential use which link smartphone users to their doorbell when the camera is activated by motion or someone ringing the doorbell. WHEREAS, with this technology, the homeowner has the capability to see, hear and speak to visitors through their smartphones, tablets or desktops. WHEREAS, the City desires to collaborate with Consultant to establish a grant program whereby City residents can purchase Consultant's security cameras and video doorbells for use at residences within the City at a discounted price to enhance security and safety in the community. WHEREAS, the grant program will be operated on a first-come, first-served basis. WHEREAS, the City Council finds that the dedication of public funds under this Agreement will serve the safety of City residents, an issue of important public purpose. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows: Recitals are Part of Agreement. The preceding Recitals are part of this Agreement. 2. Consultant Services. Consultant will perform the following Services: a. Consultant will collaborate with the City on the distribution and marketing of the Ring Video Doorbell 2, Ring Video Doorbell Pro, Ring Spotlight Cam Wired, Ring Spotlight Cam Battery, and Ring Floodlight Cam and any other accessories (each, a "Product" and collectively, the "Products") to residents of Temple City ("Residents"). Page 1 of 7 b. During the Promotional Period, as defined in Section 4 below, Consultant will provide the City, for distribution to Residents, with 400 unique promotional codes (Promotional Codes) valued at one hundred dollars ($100.00) off the retail price for one (1) of the following products at checkout: i. Ring Video Doorbell 2; ii. Ring Video Doorbell Pro; Ring Spotlight Cam Wired; iv. Ring Spotlight Cam Battery; or v. Ring Floodlight Cam. Each Resident is entitled to only one Promotional Code. Each Promotional Code may only be used once per household. Only codes sent to the resident by the City will be valid. c. During the Promotional Period, as defined in Section 4 below, Consultant will provide the City, for distribution to Residents, with a discount code valued at thirty dollars ($30.00) per product to apply towards the purchase of any of the products listed in Section 2.b above with a limit of two (2) products per checkout. During the Promotional Period, as defined in Section 4 below, Consultant will provide the City, for distribution to Residents, with an accessories discount code valued at a twenty percent (20%) discount towards any accessory listed on the company's website with a limit of three (3) products at checkout. e. Consultant will fulfill orders for Products when Residents provide information required for delivery (including name, address, email, etc.) and payment via the Ring.com website. Standard delivery is included with each Product free of charge on purchases fifty dollars ($50.00) or more. Consultant will use commercially reasonable efforts to ship the Products within three (3) business days from date the order was placed. Consultant will provide product and user support to Residents who purchase Products, including warranty for the security devices) and, if the resident chooses to, the option to hire someone to install the device(s). These options will be provided at checkout at the user's expense. g. Consultant will provide marketing support and materials for City to distribute to Residents, such as brochures and flyers. Page 2 of 7 3. 4. Consultant shall contribute fifty dollars ($50.00) of the one hundred dollar ($100.00) discount specified in Section 2.b above. Within 30 days after the end of the Promotional Period, as set forth in Section 4 below, Consultant will provide the City with an accounting statement (the "Accounting Statement') setting forth the number of Products purchased using the Promotional Code during the Promotional Period, as set forth in Section 4 below, and such other information reasonably requested by City to enable the Parties to determine the City's required City contribution amount, as specified in Section 3.a below. Consultant will provide the City with a list of Resident addresses to which the products were shipped. City Obligations. The City agrees to do the following in furtherance of this Agreement: a. Within 60 days of its receipt of the Accounting Statement from Consultant, City shall pay Consultant an amount equal to fifty dollars ($50.00) of the one hundred dollar ($100.00) discount specified in Section 2.b above for the first Product sold to each Resident household during the Promotional Period using a Promotional Code. No other Product is eligible for a City contribution. The maximum contribution payable by the City twenty thousand dollars and nc Agreement. to Consultant shall not exceed cents ($20,000.00) under this b. City may, at its own cost and expense, audit Consultant's applicable sales data to confirm the amount of the sales made under Section 2.b above within one year of the end of the Promotional Period. c. During the Promotional Period, as defined in Section 4 below, the City agrees to make reasonable efforts to promote the program provided in this Agreement on the City's website, social media platforms, such as Facebook and Twitter; issue press release(s), and/or have brochures and flyers available at City Hall for the public. The City's failure to comply with this provision in any way shall not be deemed a breach of the City's obligations under this Agreement. Promotional Period, The Promotional Period shall commence on a date mutually agreed by the Parties. The Promotional Period shall expire upon the earlier of the following: aI One -hundred twenty (120) days after the commencement of the Promotional Period; or Page 3 of 7 b. The maximum contribution payable by the City of $20,000.00 has been reached, as set forth in Section 3.a above. Notwithstanding the foregoing, the City shall have the option to extend the Promotional Period if the maximum contribution payable by the City of $20,000.00 has not been reached within 120 days after the commencement of the Promotional Period. 5. Termination. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the City. 6. Indemnification. The Consultant shall indemnify, defend and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, losses, liabilities, damages, costs or expenses, including attorney's fees and costs, in law or equity, that may at any time arise or be set up by reason of damages to property or personal injury, including death, as a result of or arising out of, in whole or part, any product or service provided by the Consultant under this Agreement or any willful misconduct or negligent act, error or omission of the Consultant or any of the Consultant's employees, or Consultant's subcontractor relating to the performance of services under this Agreement. Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled Page 4 of 7 to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 9. Governing Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 10. Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager, City of Temple City, 9701 Las Tunas Drive, Temple City, CA 91780 and in the case of the Consultant, August Cziment at aga rina.com and to the Legal Department at IegalArino.com. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 12. Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. Page 5 of 7 13. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 14. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] Page 6 of 7 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMPLE CITY, a municipal corporation s Bryan Cook, City Manager ATTEST: Peggy Kuo, City Clerk I gz— 10 - 20 r7 APPROVED AS TO FORM Gregory . M phy, Assistant City eye_. CONSULTANT: RING Il a , mare Corporation Title: Name: !fie/�� 7anq Title: �,F CJ Address: 1523 26th Street Santa Monica, CA 90404 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer, CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY, Page 7 of 7 CALIFORNIA rrPTICIr"ATC nC Ab•Whl AlAfe r Y L.LVVIYI LIV I State of California ✓( ) County of .LAS lL�oU �p,�S On Y?- l l3 l't t rye` l�10""Vj j1 Vd 'y —, before me, t l [ (here Insert name and Lille of the OMCed u wG personally appeared Il t W � T,s, ) e� it 4mm^ who proved to me on the basis of satisfactory evidence to be the personjsr)"whose name(ss)(9ere•subscribed to the within instrument and acknowled ed to me that �sheAthey executed the same In is heatbeb authorized capacity(ig<and that by I0herltheii ignaturejsr)'on the Instrument the personV or the entity upon behalf of which the personIA acted, executed the instrument, I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand Signature Y �':-.,.r LlMI ABOUSEM 'r' K • COfAM.21Afz69 0 o � traraav weut; cv ::.�.;,a LoaAnQe!rs Ceu;ty ��. ,;�1 C�rr� r E 'trada�$3 2021 (Seal) Optional Information Although the informatlon in this section Is not required by law, it could prevent fraudulent removal and reattachment of this unauthorized document and may prove useful to persons relying on the attached document. Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of containing pages, and dated Thesigner(s) capacity or authority ❑ Indlvidual(s) ❑ Attorney -in -Fact / ❑ Corporate officer(s) ❑ Guardi ❑ Partne ❑ Truster ❑ Other: representings Names) of Peupnls) or Endryiles) Signerls Representing Proved to me on the basis of satisfactory evidence: Q form(s)of lden[ifiaation Qcredi6le witnesses) Notarial event is detailed in notarylournal on: Page 0 Entry 9 Notary contact: Other ❑ Additlonal5igner(s) ❑ signer(s)Thumbprint(s) O Copyrigh11007•�016 Notafy Notary,Inc. PO Boa 41900, Des Moines. IA 50311-050]. All flights Deserved. Item Number 101 ]]3. Please cpntacl your AuthoriYed Referrer to purchase Caples of this form. CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT State of California 1 Countyof bw{°1 I On �' before me,i rnl ¢i, AA r (here insert name and title or the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose nameM(Damrsubscribed to the within instrument and acknowledged to me that ee she t trey executed the same in IQs'/herM*r authorized capacity(, and that by&herrtheirsignatureKon the instrument the personlsy, or the entity upon behalf of which the person(4 acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal.)';, � n,y',, ,, �f Signature tU�ilA8Dl1SEM •D v', CQIAM.2181169 0 is l" "- � ;![7ThaY Pd�.N: CP1IF.NLVrq � LDsAnQelesCouaty (Seal) Optional Information Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of thls acedgment to an unauthorized document and may prove useful to persons relying on the attached document, Description of Attached Document The preceding Certificate of Acknowledgment Is attached to a titled/for the purpose of containing pages, and The signers) capacity orauthority ❑ Individual(s) ❑ Attorney -in -Fact / ❑ Corporate Officer(s) ❑ Guardiar ❑ Partner- ❑ Trustee ❑ othe7 representing: Names) of Person(sl or Enlilylles) Signer Is fteprasengng Proven tofie on the basis of satisfactory evldencei Oform(s)dfltlendficatlon Ouediblewl[nets(es) Notarlal event Is detailed in notaryjournal on: Page Entry# Notary contact; ❑ Additional Signers) ❑ Signer(s)Thumbprint(z) o Copyrlgh[2007.2016 NoIaYy polary.Inc, PO Boa 51400, Des Moines, IA 50311-0501. All ftlghls fle5erved. Item Number 101772. Please contact your Authorized Reseller to purchase caplet of lldsform.